Eclipx Group Limited 1H17 Results Presentation and Agreement to

Acquire Grays eCommerce Group

4 May 2017

Doc Klotz

Chief Executive Officer and Managing Director

Garry McLennan

Deputy Chief Executive Officer and Chief Financial Officer

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Legal Disclaimer This Presentation contains summary information about Eclipx Group Limited (Eclipx) and its subsidiaries and their activities. The information in this

Presentation does not purport to be complete. It should be read in conjunction with Eclipx’s other periodic and continuous disclosure announcements

lodged with the Australian Securities Exchange, which are available at www.asx.com.au.

The information contained in this Presentation is not investment or financial product advice and has been prepared without taking into account the

investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, investors should consider the

appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek independent professional

advice appropriate to their jurisdiction and circumstances.

To the extent permitted by law, no responsibility for any loss arising in any way from anyone acting or refraining from acting as a result of this information

is accepted by Eclipx, any of its related bodies corporate or its Directors, officers, employees, professional advisors and agents (Related Parties). No

representation or warranty, express or implied, is made by any person, including Eclipx and its Related Parties, as to the fairness, accuracy, completeness

or correctness of the information, opinions and conclusions contained in this Presentation.

An investment in Eclipx securities is subject to investment and other known and unknown risks, some of which are beyond the control of Eclipx or its

Directors. Eclipx does not guarantee any particular rate of return or the performance of Eclipx securities.

Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of

future performance.

This Presentation contains certain forward‐looking statements with respect to the financial condition, results of operations and business of Eclipx and

associated entities of Eclipx and certain plans and objectives of the management of Eclipx. Forward‐looking statements can be identified by the use of

forward‐looking terminology, including, without limitation, the terms “believes”, “estimates”, “anticipates”, “expects”, “predicts”, “intends”, “plans”, “goals”,

“targets”, “aims”, “outlook”, “guidance”, “forecasts”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or

comparable terminology. These forward‐looking statements include all matters that are not historical facts. Such forward‐looking statements involve known

and unknown risks, uncertainties and other factors which because of their nature may cause the actual results or performance of Eclipx to be materially

different from the results or performance expressed or implied by such forward‐looking statements.

Such forward‐looking statements are based on numerous assumptions regarding Eclipx’s present and future business strategies and the political,

regulatory and economic environment in which Eclipx will operate in the future, which may not be reasonable, and are not guarantees or predictions of

future performance. No representation or warranty is made that any of these statements or forecasts (express or implied) will come to pass or that any

forecast result will be achieved.

Forward‐looking statements speak only as at the date of this Presentation and to the full extent permitted by law, Eclipx and its Related Parties disclaim

any obligation or undertaking to release any updates or revisions to information to reflect any change in any of the information contained in this

Presentation (including, but not limited to, any assumptions or expectations set out in this Presentation).

Statutory profit is prepared in accordance with the Corporations Act 2001 and the Australian Accounting Standards, which comply with the International

Financial Reporting Standards (IFRS). Underlying profit is categorised as non-IFRS financial information and therefore has been presented in compliance

with Australian Securities and Investments Commission Regulatory Guide 230 – Disclosing non-IFRS information, issued in December 2011.

All figures in this Presentation are A$ unless stated otherwise and all market shares are estimates only. A number of figures, amounts, percentages,

estimates, calculations of value and fractions are subject to the effect of rounding. Accordingly, the actual calculations of these figures may differ from

figures set out in this Presentation.

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2. Group performance

Agenda

3. Segment performance

4. Financial performance

5. Agreement to acquire Grays eCommerce Group

6. Strategy and outlook

1. 1H17 Highlights and acquisition of Grays eCommerce Group

7. Appendices

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1H17 Highlights and agreement to

acquire Grays eCommerce Group

01

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HIGHLIGHTS

1H17 Highlights 5

1. NBW excludes sale and leaseback agreements totaling $14.1m in 1H16 and $8.7m in 1H17

2. AUMOF is assets under management or financed, includes balance sheet and principal and agency (P&A)

funded assets

3. VUMOF is vehicles under management or financed, includes fleet managed vehicles which are not financed

4. NPATA is net profit after tax and tax adjusted add back of intangibles

5. Cash EPS is defined as each period's NPATA divided by the total weighted number of ordinary shares on

issue for that period. Total shares on issue increased in FY16 and 1H17 due to take-up of Eclipx's dividend

reinvestment plan and the issuance of shares for the acquisition of Right2Drive.

1H17 NPATA of $31.2m, up 20% on 1H16

AUMOF increased $259m (14%) to $2.11bn whilst maintaining NPATA

margins and high credit quality

NBW increased 13% to $458m - reflects new account wins and growth

across all segments

Vehicles financed or managed up 13%; now exceeds 104,000 vehicles

Continued strength in used vehicle market supported by population

growth in Australia and NZ

Australia continues to deliver strong economic growth with commodity

prices lifting, exports volumes rising and visitor arrivals at record highs

Right2Drive increased number of hires in 1H17 by 88% across 20

branches; synergy realisation and integration of Onyx car rentals on

track with the second half seasonally stronger than first half

Cash EPS 11.8c, up 9.1% on 1H16. Fully franked final dividend of 7.50

cps paid on 7 July 2017

We re-iterate our FY17 guidance at 18% to 21% increase in NPATA

over FY16 excluding any contribution from Grays eCommerce Group

]

]

]

]

Cash EPS5 (cents)

NPATA4

Net Operating Income (NOI)

VUMOF3 (units)

AUMOF2 (closing)

1H16

New Business Writings (NBW)1

1H17 RESULTS $ million (unless stated)

Dividend per share (cents)

11.8

31.2

114.9

104,260

2,113

458

7.50

10.8

26.0

90.0

92,355

1,854

406

6.75

Growth

9%

20%

28%

13%

14%

13%

11%

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Grays eCommerce Group Transaction Overview 6

Transaction

Overview

Eclipx agrees to acquire 100% of the shares in Grays Ecommerce Group (ASX: GEG, Grays) by way of a scheme of arrangement

0.3656 (rounded) Eclipx shares issued for every Grays share with Grays shareholders to own ~15.1% of ECX post acquisition1

Implies a transaction value of $178.9m2, equivalent to a Pro Forma acquisition FY17E (Jun) PE of 9.7x3

Grays' Board has unanimously recommended the transaction and Caledonia (Private) Investments Pty Limited, which, with its associates, has a

relevant interest at the date of this announcement in 18,399,533 Grays shares (14.43%), intends to vote the shares in favour of the proposed

Scheme, in the absence of a superior proposal and subject to the independent expert concluding (and continuing to conclude) that the Scheme is in

the best interests of Grays shareholders.

GEG

background

Grays is made up of four operating businesses:

Plant & Equipment Auction: Australia's largest online plant and equipment marketplace

Auto Auction: rapidly growing online auto auction marketplace targeting consumers

GraysWine: online and telesales wine auction business

Other Consumer: includes jewellery, furniture, art, outdoor; currently being rationalised

Grays had a cost to income ratio of ~86% (FY16A) and announced an operational restructure in February 2017 to rationalise its least profitable

consumer businesses

Eclipx intends to grow Plant & Equipment Auction and Auto Auction (collectively expected to represent almost 90% of FY18 (Sep) net revenue),

restructure and monetise certain consumer segments and significantly reduce corporate overheads by leveraging Eclipx infrastructure

Diversifies Eclipx earnings into a complementary high growth and capital light adjacency

Opportunity to cross-sell Eclipx finance and/or insurance products to Grays' auto and commercial equipment purchasers

Adds proprietary online vehicle and commercial equipment disposal channel and competencies to further enhance Eclipx's residual value outcomes

Leverage Grays' 750,000 active users to enhance growth for Right2Drive, CarLoans.com.au and Eclipx's other consumer and digital brands

Eclipx is targeting $20m full run-rate synergies (anticipated to be achieved within 12–24 months). The transaction is targeted to be high single digit

percentage EPS accretive for Eclipx shareholders at full-run rate synergies. Grays is targeted to deliver approximately $23–25m EBITDA in FY18

(Sep). This includes phasing of 70-80% of run-rate synergies in FY18 (Sep)

Strategic

rationale

1. Based on 128,787,043 ordinary shares on issue in Grays on a fully diluted basis (which assumes the vesting and exercise of 1,309,732 performance rights) and Eclipx

issuing 47,083,121 shares to Grays’ shareholders and 265,300,492 Eclipx ordinary shares on issue as at the date of this announcement

2. Transaction value calculated as 47,083,121 Eclipx shares multiplied by Eclipx's adjusted last closing share price (closing Eclipx share price on 3 May 2017 of $3.80. Eclipx

shares issued to Grays shareholders will not be entitled to receive Eclipx's interim 1H17 dividend of 7.5 cents per share

3. Based on an illustrative FY17E (Jun) Pro Forma NPATA ($18.5 million) for Grays, which includes targeted full run-rate pre-tax synergies of $20 million per annum. This is

an illustrative earnings figure that also assumes the full Grays restructure had occurred as at 1 July 2016

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What is Grays eCommerce Group? 7

One of Australia's largest online marketplaces

Business to Business (B2B) Business to Consumer (B2C)

• #1 online auctioneer nationally, #18 globally by

traffic, servicing enterprise, SME, government,

finance and resource industries

• Specialising in valuation and sale of industrial

and commercial assets, plant & equipment and

vehicles

• FY16 gross sales A$483m1

• A leading online marketplace

• Servicing consumer categories such as

wine, hardware, whitegoods, homewares,

jewellery, consumer electronic and

peripherals

• FY16 gross sales A$84m1

Leading online marketplace for Australian businesses and consumers in FY16

$567m

FY16 Sales

38.5m

Visitors

750,000

Active users

4.3m

Auction bids

1. GEG market announcement

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Grays' strategic fit with Eclipx 8

… providing an additional high-margin

platform to sell Eclipx's end of lease vehicles Grays auctions vehicles to consumers

online, attracting retail prices/margins

Grays is rapidly growing auto sales … providing a new distribution

channel for Eclipx F&I products

Grays has active consumer

database of over 750,000…

Grays sells ~$350m non-auto equipment p.a. … allowing Eclipx to leverage its

equipment finance expertise

… presenting cross-promotion opportunities and

capacity to accelerate R2D branch expansion

7k 11k 19k

29k

FY14 FY15 FY16 FY17E

Proven success

… and a national

physical presence

Optimise disposal of

Eclipx's end of lease

vehicles

Distribute Eclipx

Finance and Insurance

products to Grays' auto

purchasers

Distribute Eclipx

financing products to

Grays' commercial

equipment purchasers

Continued growth of

R2D (and other

consumer brands)

leveraging Grays'

customer base

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Group performance

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Eclipx continues to grow all its segments and diversify earnings 10

14% growth in AUMOF to $2.1bn has been achieved whilst delivering a 20% growth

in NPATA to $31.2m

Strong asset growth (23%) and profit growth (115%) in the Consumer segment

reflects significant expansion by CarLoans and Right2Drive in their market segments

and are a positive reflection of the group’s diversification strategy

$144m (10%) growth in Commercial (AU & NZ) Fleet Assets and 6.6% growth in

NPATA is a result of significant growth in fleet market-share in Australia and New

Zealand despite competitive conditions

Increased scale in AU and NZ Commercial has delivered improved operating

leverage in fleet and NPATA growth of 6% and 8% respectively

HIGHLIGHTS

1. Average AUD/NZD exchange rate 1H16 1.085 and 1H17 1.061, Spot AUD/NZD exchange rate 1H16 1.110 and 1H17 1.089

2. NPATA / Avg AUMOF is NPATA divided by the average Assets Under Management or Financed for the respective period

$ million

1H16

Actual

1H17

Actual

Growth

pcp

AU Commercial 17.8 18.9 6.2%

NZ Commercial 1 5.0 5.4 8.0%

AU Consumer 3.2 6.9 115.6%

Eclipx 26.0 31.2 20.0%

NPATA/Avg AUMOF 2 2.87% 3.01%

NPATA

$ million

1H16

Actual

1H17

Actual

Growth

pcp

AU Commercial 953 1,058 11.0%

NZ Commercial 1 406 445 9.8%

AU Consumer 495 609 23.0%

Eclipx 1,854 2,113 14.0%

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New customer wins have positioned Eclipx for growth 11

Highlights 1 New account wins create a strong sales pipeline and future

AUMOF growth 2

Resulting in above market growth in New Business1 3 Which builds scale and enhances operating leverage 4

1. NBW excludes sale and leaseback agreements totaling $39.8m in 1H15, $14.1m in 1H16 and $8.7m in 1H17

Significant new account wins in a competitive operating environment

over last two years driving continued AUMOF growth in 1H17

New business wins from new and existing customers underpin future

years receivables and revenue growth

70% of net operating income is realised throughout the life of a lease

providing confidence in future years earnings

Operating leverage and increased scale will enable supply chain

improvements and delivers on acquisition synergies 32

106

229

340

36

50

67

1H15A 1H16A 1H17A 1H18F

Impact of FY15 & FY16 new account wins on AUMOF

Closing AUMOF ($m) NBW ($m)

Forecast AUMOF

356

406

458

1H15 1H16 1H17

New Business Writngs ($m)

CAGR +13%

1,675

1,854

2,113

1H15 1H16 1H17

AUMOF ($m)

CAGR +12%

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AUMOF growth and revenue diversification drives NPATA increase 12

NOI increases driven by AUMOF growth… 1 …increased consumer revenue 2

…and increased profit on used vehicles 3 …delivers a 20% increase in NPATA 4

15.4

35.0

1H16 1H17

Consumer NOI ($m)

Growth127%

1,8542,113

90.0

114.9

1H16 1H17

AUMOF & NOI ($m)

AUMOF ($m) Net Operating Income

NOI Growth +28%

15.1

17.4

1H16 1H17

End of Lease Profit ($m)

Growth +15%

26.0

31.2

1H16 1H17

NPATA ($m)

Growth +20%

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Segment performance

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Overview of segments 14

Australia Commercial New Zealand Commercial Australia Consumer

▪ Operating lease ▪ Operating lease ▪ Secured loan (against vehicle)

▪ Finance lease ▪ Finance lease ▪ Novated lease

▪ Fleet management/value-added services ▪ Fleet management/value-added services ▪ Medium term car rental

▪ Telematics/FBT management ▪ Used vehicle retail sales

Brands

Total VUMOF: 51,736 Total VUMOF: 30,254 Total VUMOF: 22,270

(50% of Eclipx's VUMOF) (29% of Eclipx's VUMOF) (21% of Eclipx's VUMOF)

- Funded Fleet: 33,031 - Funded Fleet: 17,778 - Funded Fleet: 22,270

- Managed Fleet: 18,705 - Managed Fleet: 12,476 - Managed Fleet: nil

1H17 NBW $215m (11% Growth pcp) $93m (8% Growth pcp) $150m (19% Growth pcp)

1H17 NOI $58.8m (5% Growth pcp) $21.2m (15% Growth pcp) $35.0m (127% Growth pcp)

1H17 NPATA $18.9m (6% Growth pcp) $5.4m (8% Growth pcp) $6.9m (116% Growth pcp)

$609m (23% Growth pcp)

Description▪ Vehicle leasing and management

▪ Commercial equipment finance

▪ Vehicle fleet leasing and management

▪ Used vehicle retail sales

▪ Online consumer vehicle finance

▪ Consumer novated leasing

▪ Vehicle rental replacement to eligible 'not

at fault' drivers

Product offering

VUMOF as at 31-Mar-17

1H17 Closing AUMOF $1,058m (11% Growth pcp) $445m (10% Growth pcp)For

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Australia Commercial 15

Comments

Outlook

6% NPATA growth and profit margin maintained from:

11% growth in AUMOF and new business writings from pipeline of

new account wins in Government and corporate segments. ECX is

leveraging it’s key competitive differentiators in telematics and

medium/heavy commercial vehicle expertise

NOI margin reflects ECX winning an increased share of lower

yielding Government and high credit quality corporate business

against a competitive backdrop

Increased end of lease revenue per vehicle achieved from further

improvements in end of lease sales results

Marginal increase in overheads due to recruitment of additional

sales and relationship executives

The significant growth of the book continues to reduce the age of

the fleet where depreciation expense in the early part of a lease

exceeds the amount allocated from the monthly rental. This

situation reverses in the latter half of a lease. (refer Appendix 3)

New business growth in Commercial Equipment Finance reflects asset

wins in health, education, legal and financial services segments

Continued strong growth in AUMOF, competitive advantage in funding

supported by sale of ancillary products including Telematics

Investments in technology and process improvement is expected to

underpin greater customer satisfaction and further operating cost

efficiencies

New account wins underpin a 11% growth in NBW

1. NBW excludes sale and leaseback agreements totaling $14.1m in 1H16 and $8.7m in 1H17

953

1,05817.8

18.9

1H16 1H17

AU Commercial - AUMOF & NPATA ($m)

AUMOF (closing) NPATA

$ million 1H16

Actual

1H17

Actual

Growth

pcp

New Business Writings - Fleet 1 163 183 12%

New Business Writings - Equipment 30 32 6%

New Business Writings 194 215 11%

AUMOF (closing) 953 1,058 11%

VUMOF (units) 44,668 51,736 16%

NOI 56.1 58.8 5%

NPATA 17.8 18.9 6%

NOI/Avg AUMOF 11.9% 11.3%

NPATA/Avg AUMOF 3.8% 3.6%

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8% NPATA growth from:

Eclipx has established a leadership position in NZ fleet

market whist delivering a 10% growth in AUMOF and

maintaining NOI margin

Online origination platform to 125 franchised motor vehicle

dealers across a range of brands

Recent Kaikoura earthquake impacted delivery of some new

vehicle orders

Continued favourable conditions in 2nd hand car market with

improved distribution and end of lease vehicle sales

New Zealand Commercial 16

Comments

Outlook

Strong growth in New Zealand fleet business

Expect continued new business growth from new origination

channels leveraging online quotation and credit approval

technology

Growth in cross-sell of ancillary products including Telematics is

expected to support continued growth in Net Operating Income in

FY17

406

445

5.0

5.4

1H16 1H17

New Zealand - AUMOF & NPATA ($m)

AUMOF (closing) NPATA

1. Average AUD/NZD exchange rate 1H16 1.085 and 1H17 1.061, Spot AUD/NZD exchange rate 1H16 1.110 and 1H17 1.089

$ million (AUD) 1H16

Actual

1H17

Actual

Growth

pcp

New Business Writings 86 93 8%

AUMOF (closing) 406 445 10%

VUMOF (units) 29,325 30,254 3%

NOI 18.5 21.2 15%

NPATA 5.0 5.4 8%

NOI/Avg AUMOF 9.5% 9.5%

NPATA/Avg AUMOF 2.6% 2.4%

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Australia Consumer 17

Comments

Outlook

Significant market opportunities for Eclipx

Expansion of R2D branch network planned during 2H17

Launch new car buying service to drive increased cross-sell of finance

and insurance products and deliver increased value for our customers

Continue to increase cross-sell of consumer products into our existing

commercial customer base

116% increase in NPATA to $6.9m due to:

Right2Drive (R2D) delivers a 88% increase in vehicle hires pcp

driven by increased promotional activity and expansion of the R2D

branch network (20 Branches across Australia and NZ)

Right2Drive Net Promoter score measured at 85 for 1H17

Successful integration of Onyx car rentals into Right2Drive with

performance exceeding acquisition metrics

CarLoans increasing its NPATA from:

Significantly increasing in New Business Writings by 33%

as a result of increasing the number of lead source

channels from 4 to 12

Lowering the average cost of acquisition by upgraded

search engine marketing optimisation

Increasing settlement conversion rate by 48% pcp

Significant new novated wins for FleetPartners and FleetPlus

driving a 16% increase in new business writings

$ million 1H16

Actual

1H17

Actual

Growth

pcp

New Business Writings 126 150 19%

AUMOF (closing) 495 609 23%

VUMOF (units) 18,362 22,270 21%

NOI 15.4 35.0 127%

NPATA 3.2 6.9 116%

NOI/Avg AUMOF 6.3% 11.9%

NPATA/Avg AUMOF 1.3% 2.4%

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Financial Performance

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Delivering on our guidance 19

20% growth in NPATA to $31.2m exceeding market guidance due to strong performance

in Fleet and recent acquisition of Right2Drive

30% increase in net operating income before end of lease and impairment reflects

continued growth in fleet assets together with strong growth in diversified consumer

businesses (CarLoans.com.au and Right2Drive)

15% increase in end of lease income is positive re-affirmation of the Group’s multi-

channel disposal capability

Amortisation of intangibles - intangible assets ($2.3m) and software ($1.3m)

Eclipx has increased NOI and NPATA margins by diversifying its revenue streams whilst

increasing its share of high credit quality, lower yielding corporate and government

business

Increase in overheads reflects costs relating to Right2Drive together with increased

investments in the Right2Drive branch network and recruitment of additional fleet sales

and relationship executives

Highlights

Outlook

Strong new business pipeline from new Fleet customer wins in FY15-16 together

with the Right2Drive car rental acquisition and strong growth in CarLoans provides

ongoing growth opportunities across the Group

Launch of new Georgie car buying service expected to create increased financing

and insurance opportunities for CarLoans.com.au

Increased penetration of insurance and telematics in Fleet delivers superior value

to customers enhancing margins and improving customer retention

Technology investments and scale efficiencies to deliver further cost/income

reductions

1. End of lease income includes 207 impaired vehicles sold in 1H17 for more than their provision where Eclipx held $0.5m of impairment provisions as at 30 September 2016. The net benefit to end

of lease income was $0.5m. Provisions are held at an individual vehicle level and write-backs are matched to specific vehicle losses.

2. Restructure costs consist of exceptional non-recurring items not reflecting ongoing operations

3. NBW excludes sale and leaseback agreements totaling $14.1m in 1H16 and $8.7m in 1H17

$ million 1H16 1H17

Net operating income before EOL and impairment 76.5 99.5

End of lease income (EOL)1 15.1 17.4

Net operating income before impairment 91.6 116.9

Impairment (1.6) (1.9)

Net operating income 90.0 114.9

Total operating expenses (49.5) (66.9)

PBITA before significant items 40.5 48.1

Restructure costs2 (1.8) (0.3)

PBITA 38.7 47.7

Interest on corporate debt (3.6) (4.1)

PBTA 35.1 43.6

Amortisation of intangible assets (2.5) (3.6)

PBT 32.6 40.0

Tax expense (9.6) (11.6)

NPAT 23.0 28.4

Amortisation and impairment of intangible assets (post-tax) 1.8 2.5

Restructure costs (post-tax) 1.2 0.2

NPATA 26.0 31.2

New Business Writings3 406 458

Closing AUMOF 1,854 2,113

NOI/Avg AUMOF 9.9% 11.1%

Cost/Income 55.0% 58.2%

NPATA/Avg AUMOF 2.9% 3.0%For

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Strong asset and credit quality 20

Credit impairment has remained low during 1H17 supported by growth in

Government and large Corporate business

90+ day arrears is 15 bps of on-balance sheet lease receivables as at 31

March 2017 - no material increase over historical trends

Significantly diverse customer exposure

Credit approval is independent of the sales teams

Continuous improvement in risk analytics

Residual value management

Used car prices maintained over the long term despite the reduction in import

tariffs on new cars

Fleet is diversified across manufacturer and vehicle type

Statistical models using 29 years of operating experience in Australia and New

Zealand to set residual values on operating leases

Full market valuations are undertaken monthly on the complete operating lease

portfolio against third party sales and valuation databases

Disposal trends are monitored on an ongoing basis for end of lease disposal

optimisation

Residual value setting is independent of the sales teams For

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Significant cash resources available for future growth 21

$37m increase in net corporate debt was used to:

Acquire Onyx car rentals on 15th November 2016 ($9.1m)

Invest in the expansion of the R2D branch network and the accompanying

growth in R2D receivables ($16.3m)

Support the growth in lease assets as customer receipts are received and

are awaiting distribution to ECX funders ($12.5m)

$6.8m in capex was invested into customer portals, fleet systems and acquisition

related costs

Dividend payment of $15.4m was paid on 20 January 2017 after adjusting for the

dividend re-investment plan

Highlights – cash flow

Highlights – balance sheet

Eclipx has continued to experience strong growth in warehouse funded leases to

$1.42bn

Balance sheet assets now total $2.376bn with net assets of $673m

$ million 30-Sep-16 31-Mar-17

Assets

Cash and cash equivalents 60.9 65.7

Restricted cash and cash equivalents 117.4 129.9

Trade and other receivables 95.3 114.4

Leases 1,348.4 1,422.1

Inventory, PP&E and other assets 41.1 37.3

Intangibles 597.4 606.3

Total assets 2,260.5 2,375.7

Liabilities

Trade and other liabilities 130.5 109.2

Borrowings 1,415.0 1,526.9

Other liabilities 56.2 65.8

Total liabilities 1,601.7 1,701.9

Net assets 658.8 673.8

1. Corporate debt is net of $64m invested into warehouse notes by Eclipx as at 31 March 2017

2. Includes customer payments transferred to restricted cash pending future vehicle servicing and distribution to investors in ECX

warehouse funding vehicles

3. Includes movement in working capital, non-cash items and credit support invested into lease receivables

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Diversified funding profile

Highlights

Most diverse and competitive funding platform in the market which

leverages warehouses, ABS and third-party funders to provide earnings

visibility and predictability

Eclipx has re-positioned its funding to facilitate potential changes from APS

120 in 2018 including diversifying lower rated financing from major trading

banks to non-bank financiers

Successful $330m ABS issue completed in December 2016

Increased corporate facility to $300m and increased tenor to 3/5 years

completed in 2016 providing capital for growth

22

Outlook

New ABS market issue being considered in NZ subject to market

conditions

Eclipx has $350m in available financing resources for growth including

unrestricted cash ($66m) and undrawn committed facilities ($284m)

available from banks together with Principal and Agency funding

agreements with 20 financiers

Eclipx has access to diverse range of funding options which provides

funding certainty, headroom for growth and a clear point of differentiation

$ million Drawn Undrawn Total

Eclipx-funded (warehouse facilities) 1,010 215 1,225

Eclipx-funded (asset-backed security) 287 - 287

Total (ex. P&A) 1,297 215 1,512

Third-party funded 762 - 762

Total (inc. P&A) 2,060 215 2,275

Corporate debt 231 69 300

Total 2,291 284 2,575

Funding Summary 31-Mar-17

Eclipx-funded (warehouse

facilities)44%

Eclipx-funded (asset-backed

security)13%

Third-party funded33%

Corporate debt10%

Borrowings as at 31-Mar-17

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Agreement to acquire

Grays eCommerce Group

05

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What is the revenue model of Grays? 24

Grays sources vendors and buyers….

Volume

Margin

Revenue

Cost-to-income %

EBITDA

~A$567m

~18%

~$102m

~86%

~$14.3m

Leading online platform/marketplace

Capital light business model … to buy and sell a diverse range of products

… and earns a margin on sales volume

FY16A (Jun) GEG results MANUFACTURING

& ENGINEERING

AUTOMOTIVE

AGRICULTURE

FORKLIFTS,

WAREHOUSING &

LOGISTICS

TRANSPORT

MINING

CIVIL &

CONSTRUCTION

AVIATION

& MARINE

Corporations SMEs Government Consumers

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Grays plant and equipment auction overview 25

• FY16 (Jun) gross sales of $349m

• Largest online auction marketplace in the Asia Pacific

region for used plant and equipment

• Provides auction, valuation and project management

services for corporates, SMEs, government agencies,

insolvency practitioners and banks

• Specialising in the efficient valuation and sale of

industrial and commercial assets, plant & equipment

Overview

Strategic attraction

• High growth, profitable standalone

• Delivers ECX new opportunities to finance plant and

equipment for corporates and SMEs

• Leverage large customer base and branch locations

(e.g. Right2Drive)

Significant national presence across 40 locations in Australia and NZ

60+ industry categories (unmatched by competitors)

MANUFACTURING

& ENGINEERING

AGRICULTURE

FORKLIFTS,

WAREHOUSING &

LOGISTICS

TRANSPORT

CIVIL &

CONSTRUCTION

AVIATION

& MARINE

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Grays auto auction overview 26

Overview

Strategic attraction

Online platform

• FY16 (Jun) gross sales of $134m

• Focus on $8,000 - $15,000 segment

• Vehicles sourced from car dealerships, finance

companies, direct corporates and government entities

• Rapidly growing - over 13,500 vehicles sold in 1H FY17

with approx. 29,000 vehicles expected to be sold in FY17

• Investing in new yards, people and technology

• Additional channel to market finance, insurance and

warranty products to both successful auto purchasers

and under-bidders

• Improving awareness and online user experience

• Complementary channel to ECX's existing vehicle

disposal channels 7k

11k

19k

29k

FY14 FY15 FY16 FY17E

Rapidly growing auto sales…

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What is Eclipx’s strategy for Grays? 27

Current GEG

B2B

B2C

GEG under ECX ownership

Plant and

Equipment

Auction

Consumer

Auto Auction

Plant & Equipment

Auction (non-auto)

Wine

Core Home

(AV/IT)

Ne

w E

CX

div

isio

n

Non-Core Home

(other)

Plant & Equipment

Auction (non-auto)

Auto Auction

Wine

Non-Core Home

Core Home

(AV/IT)

REORGANISE

Corporate High cost base

#1 OPTIMISE #2

Exis

ting

EC

X

div

isio

n

Significant cost base supporting existing

auction-based product set with low economies

of scale and public company infrastructure

Corporate Combined head office

of GEG and ECX

GROW / FOCUS

GROW

GROW / MONETISE

MONETISE

RATIONALISE

RATIONALISE / ELIMINATE For

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14.4 (6.1)

20.0 28.3 (1.8) (7.9)

18.5

FY17E(Jun)GEG

guidanceEBITDA

Discontinuedrevenue fromrestructured

B2C

Totalsynergies(excl. one-off costs)

FY17E (Jun)Run-rate

Pro FormaEBITDA

Depreciationand netinterest

Incometax

FY17E (Jun)Run-rate

Pro FormaNPATA

Eclipx unlocks value in Grays for all shareholders 28

Illustrative Pro Forma FY2017 (Jun) earnings bridge1 Synergies

Non-core B2C

run-down

Based on $179m acquisition

value2, implies Pro Forma

transaction FY17E P/E of 9.7x3

Targeting total run-rate synergies of c.$20 million p.a.

Full run-rate synergies targeted to be achieved within 12 to 24 months

post completion

Eclipx management team have a detailed implementation plan to

execute on delivering the targeted synergies.

The implementation plan and quantum of targeted synergies have been

independently reviewed

Guidance

Eclipx is targeting approximately $23–25m EBITDA from Grays in FY18

(Sep), under Eclipx ownership

This includes phasing of 70-80% of run-rate synergies in FY18 (Sep)

Financial impact

Targeting high single digit percentage EPS accretion for Eclipx

shareholders at realisation of full run-rate synergies

Implied transaction value of $179m2 is equivalent to a Pro Forma

acquisition FY17 (Jun) PE of 9.7x3

Total run-rate synergies targeted within

12–24 months. Includes ECX revenue

synergies, elimination of ECX/GEG

duplicated costs and restructuring

benefits

1. Bridge reflects illustrative Grays FY17E (Jun) earnings as though full Grays restructure had occurred as at 1 July 2016 and full run-rate synergies from 1 July 2016

2. Transaction value calculated as 47,083,121 Eclipx shares multiplied by Eclipx's last closing share price on 3 May 2017 of $3.80

3. Based on an illustrative FY17E (Jun) Pro Forma NPATA ($18.5 million) for Grays, which includes targeted full run-rate pre-tax synergies of $20 million per annum. This is

an illustrative earnings figure that also assumes the full Grays restructure had occurred as at 1 July 2016

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Strategy and outlook

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ECX Strategy 30

Use Telematics to build a competitive advantage in real time fleet analytics and vehicle cost management

Continued diversification of end of lease disposal and re-leasing channels

Leverage scale to support cost efficiencies and supply chain improvements

Utilise technology and scale

efficiencies and cross sell to

increase revenue

New specialised funding facilities for Government and Large Corporates

Securitisation bond issues diversify funding, lower costs and reduce capital requirements

Clean Energy Funding provides competitive advantage in pricing lower emission vehicles

Leverage funding expertise

to create competitive

advantage

Significant new account wins will continue to underpin future growth as newly won customers transition to ECX

Diversification into Government and highly rated Corporate sectors

Continue to build sales and distribution resources Grow our presence in fleet

Commercial equipment finance

Consumer motor vehicle finance

Medium term car rental

Proposed Grays eCommerce Group acquisition

Expansion of the Group’s digital asset base

Diversify into adjacent

markets

STRATEGY ACHIEVEMENTS

Expand online presence in vehicle procurement, distribution, financing and insurance

Expand presence in vehicle rental market with specific focus on the accident replacement segment Grow our presence in the

consumer market

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ECX Outlook 31

Continued development of in-car telematics and analytics to provide increased value to customers including

driver workplace safety monitoring, improved fleet management and lower fleet costs to our customers. This

has proven to be a key competitive differentiator for Eclipx.

Continued focus on growth in Consumer segment with innovative financing and insurance offerings

Leverage Eclipx digital assets and capabilities to develop best in class customer solutions

Continued growth in

adjacencies and new

products

Despite ongoing competition in fleet, Eclipx expects to continue increasing its Assets Under Management

or Financed supported by a growing pipeline of new business

Strength in the used car market expected to underpin stable end of lease profits in FY17

CarLoans and Right2Drive are expected to deliver strong growth in the Consumer segment in FY17

We will continue to update the market on the progress of the Grays eCommerce Group transaction

Strong growth trajectory

in FY17

Reaffirm guidance of between $65.5m and $67m FY17 NPATA, an increase of 18–21% on FY16 excluding any

contribution from Grays Financial guidance

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Appendices

07

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Appendix 1 – Consolidated income statement 33

1. Restructure costs consist of exceptional non-recurring items not reflecting ongoing operations

$ million 1H16 1H17

Net operating income before end of lease income and impairment 76.5 99.5

End of lease income 15.1 17.4

Net operating income before impairment charges 91.6 116.9

Fleet impairment - 0.0

Credit impairment (1.6) (1.9)

Net operating income 90.0 114.9

Employee benefits expense (34.0) (44.6)

Occupancy expense (3.0) (4.5)

Technology expense (3.2) (4.8)

Depreciation expense (1.2) (2.0)

Other operating expenses (8.1) (11.1)

Total operating expenses (49.5) (66.9)

PBITA before significant items 40.5 48.1

Restructure costs1 (1.8) (0.3)

PBITA 38.7 47.7

Interest on corporate debt (3.6) (4.1)

PBTA 35.1 43.6

Amortisation of intangible assets (2.5) (3.6)

PBT 32.6 40.0

Tax expense (9.6) (11.6)

NPAT 23.0 28.4

Amortisation and impairment of intangible assets (post-tax) 1.8 2.5

Restructure costs (post-tax) 1.2 0.2

NPATA 26.0 31.2

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Appendix 2 – Consolidated balance sheet 34

$ million 30-Sep-16 31-Mar-17

Cash and cash equivalents 60.9 65.7

Restricted cash and cash equivalents 117.4 129.9

Trade and other receivables 95.3 114.4

Finance leases 104.6 118.4

Inventory - motor vehicles 20.5 18.1

Operating leases reported as property, plant and equipment 212.3 237.4

Total current assets 611.1 683.8

Property, plant and equipment 11.1 14.5

Operating leases reported as property, plant and equipment 787.0 787.9

Deferred tax assets 9.5 4.8

Intangibles 597.4 606.3

Finance leases 244.5 278.5

Total non-current assets 1,649.4 1,691.9

Total assets 2,260.5 2,375.7

Trade and other liabilities 124.1 103.9

Borrowings 303.7 307.7

Derivative financial instruments 10.6 9.8

Provisions 5.7 6.0

Total current liabilities 444.2 427.4

Trade and other liabilities 6.3 5.2

Borrowings 1,111.3 1,219.3

Provisions 1.5 1.7

Deferred tax liabilities 28.3 44.6

Derivative financial instruments 10.1 3.6

Total non-current liabilities 1,157.5 1,274.4

Total liabilities 1,601.7 1,701.9

Net assets 658.8 673.8

Contributed equity 455.5 458.6

Reserves 3.5 5.4

Retained earnings 199.9 209.8

Total equity 658.8 673.8

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Appendix 3 – Illustrative example of operating lease net depreciation 35

The net depreciation line in the Eclipx P&L relates to operating leases and

consists of two elements:

Principal recovery - the principal component of the finance repayment

received from the customer amortising using the customer interest

rate

Depreciation expense – the depreciation of the asset from the initial

financed amount down to the residual value over the contractual term

of the lease using the straight-line deprecation method

As illustrated in the adjacent chart the net impact to the P&L in the 1st half of

the term is negative as depreciation expense is greater than the principal

recovered, in the 2nd half of the term this reverses to be positive

This is a timing difference and is P&L neutral over the contractual life of a lease

This effect has implications at a portfolio level:

If the portfolio is growing (new business writings exceeds run-off) the

portfolio on a weighted average basis is less seasoned and net

depreciation will be negative (left side of chart)

If the portfolio is declining (new business writings are insufficient to

replace the run-off) the portfolio on a weighted average basis is more

seasoned and net depreciation will be positive (right side of chart)

Continuous improvement in risk analytics

The above illustrative example is based on the following assumptions:

7% customer interest rate

$40,000 financed amount

48 month term

$15,000 residual value

Depreciation

expense exceeds

principal recovery

Principal recovery

exceeds depreciation

expense

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